UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2004 |
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Commission file number 1-10360 |
CRIIMI MAE INC.
(Exact name of registrant as specified in its charter)
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Maryland |
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52-1622022 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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11200 Rockville Pike, Suite 400 |
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Rockville, Maryland 20852 |
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(Address of principal executive offices) |
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(301) 816-2300 |
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(Registrant’s telephone number including area code) |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý No o
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ý No o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class |
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Outstanding as of July 30, 2004 |
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Common Stock, $0.01 par value |
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15,513,891 |
CRIIMI MAE INC.
Quarterly Report on Form 10-Q
2
ITEM 1. FINANCIAL STATEMENTS
CRIIMI MAE INC.
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June 30, |
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December 31, |
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(unaudited) |
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Assets |
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Mortgage assets, at fair value: |
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CMBS pledged to secure recourse debt |
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$ |
111,483,253 |
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$ |
511,681,345 |
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CMBS |
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205,532,983 |
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— |
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CMBS pledged to secure non-recourse debt |
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555,965,739 |
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325,321,411 |
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Insured mortgage securities pledged to secure recourse debt |
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— |
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25,120,897 |
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Insured mortgage securities pledged to secure non-recourse debt |
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60,973,114 |
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122,376,761 |
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Other MBS |
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3,311,434 |
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3,900,132 |
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Receivables and other assets |
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35,762,268 |
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59,112,241 |
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Cash and cash equivalents |
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25,637,317 |
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21,698,957 |
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Total assets |
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$ |
998,666,108 |
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$ |
1,069,211,744 |
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Liabilities and Shareholders’ Equity |
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Liabilities: |
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Recourse debt: |
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Secured by pledge of CMBS |
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$ |
42,415,000 |
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$ |
296,250,000 |
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Senior subordinated secured note |
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31,266,667 |
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31,266,667 |
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Secured by pledge of insured mortgage securities |
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— |
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22,526,000 |
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Non-Recourse debt: |
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Secured by pledge of CMBS |
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524,441,710 |
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288,979,376 |
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Secured by pledge of insured mortgage securities |
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52,741,743 |
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119,237,756 |
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Secured by REO asset |
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7,426,265 |
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7,332,404 |
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Payables and accrued expenses |
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9,454,654 |
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11,839,761 |
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Total liabilities |
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667,746,039 |
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777,431,964 |
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Shareholders’ equity: |
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Preferred stock, $0.01 par; 75,000,000 shares authorized; 2,178,982 and 3,424,992 shares issued and outstanding, respectively |
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21,790 |
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34,250 |
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Common stock, $0.01 par; 300,000,000 shares authorized; 15,511,369 and 15,384,648 shares issued and outstanding, respectively |
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155,114 |
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153,846 |
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Accumulated other comprehensive income |
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113,000,762 |
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91,582,756 |
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Deferred compensation |
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(477,164 |
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(766,093 |
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Warrants outstanding |
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2,564,729 |
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2,564,729 |
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Additional paid-in capital |
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630,238,898 |
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633,348,675 |
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Accumulated deficit |
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(414,584,060 |
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(435,138,383 |
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Total shareholders’ equity |
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330,920,069 |
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291,779,780 |
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Total liabilities and shareholders’ equity |
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$ |
998,666,108 |
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$ |
1,069,211,744 |
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The accompanying notes are an integral part of these consolidated financial statements.
3
CRIIMI MAEINC .
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
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For the three months ended June 30, |
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For the six months ended June 30, |
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2004 |
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2003 |
2004 |
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2003 |
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Interest income: |
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CMBS: |
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CMBS pledged to secure recourse debt |
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$ |
16,965,214 |
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$ |
15,537,876 |
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$ |
32,725,155 |
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$ |
31,052,614 |
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CMBS pledged to secure non-recourse debt |
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6,555,031 |
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6,575,892 |
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13,086,534 |
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13,133,131 |
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Insured mortgage securities |
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1,385,826 |
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4,275,108 |
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3,403,931 |
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8,927,001 |
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Total interest income |
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24,906,071 |
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26,388,876 |
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49,215,620 |
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53,112,746 |
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Interest expense: |
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